G.R. No. L-7330 - NOVEMBER 1960 - PHILIPPINE JURISPRUDENCE CASE NUMBERCASE TITLE G.R. No. L-7330November 29, 1960 Jose Benares, et al. vs. Capitol Subdivision, Inc. G.R. No. L-10508November 29, 1960 Po Eng Trading vs. Commissioner of Customs G.R. No. L-10810November 29, 1960 Josefina Ruiz De Luzuriaga Blanco, et al. vs. Compania Gral. De Tabacos De Filipinas, et al. G.R. No. L-10836November 29, 1960 In Re: Procopy Moscal. Procopy Moscal vs. Republic of the Philippines G.R. No. L-11482November 29, 1960 Esteban T. Bumanglag vs. Jose Fernandez, et al. G.R. No. L-11325November 29, 1960 People of the Philippines vs. Boto Balonto, et al. G.R. No. L-11837November 29, 1960 Magdalena G. Vda. De Cuaycong vs. Cristeta L. Vda. De Sengbengco G.R. No. L-12275November 29, 1960 People of the Philippines vs. Teotimo Rubinial, et al. G.R. No. L-12508November 29, 1960 Jose L. Lagrimas vs. Roberto Zurbano G.R. Nos. L-13107-08November 29, 1960 People of the Philippines vs. Dio Delmas G.R. No. L-13173November 29, 1960 People of the Philippines vs. Alfredo Sorio G.R. No. L-14217November 29, 1960 Luz H. Coloma vs. Collector of Customs, et al. G.R. No. L-14274November 29, 1960 Commissioner of Customs vs. Serree Investment Company G.R. No. L-14283November 29, 1960 Gil Balbuna, et al. vs. Secretary of Education, et al. G.R. No. L-14382November 29, 1960 Remedios Cuenco Vda. De Borromeo vs. Court of Appeals, et al. G.R. No. L-14559November 29, 1960 Reynaldo Madriñan, et al. vs. Vicente G. Sinco, et al. G.R. No. L-14567November 29, 1960 Elena Peralta Vda. De Caina vs. Court of Appeals, et al. G.R. No. L-14594November 29, 1960 Severino Cañgas, et al. vs. Tan Chuan Leong, et al. G.R. No. L-14611November 29, 1960 Evangelino Laserna vs. Maria Javier, et al. G.R. No. L-14656November 29, 1960 Philippine Land-Air-Sea Labor Union vs. Court of Industrial Relations, et al. G.R. No. L-14682November 29, 1960 Francisco Evaristo, et al. vs. Olegario Lastrilla, et al. G.R. No. L-14690November 29, 1960 Jesus S. Dizon vs. Jose T. Garcia, Sr., et al. G.R. No. L-14769November 29, 1960 Lauro P. Leviste vs. Eusebio F. Ramos, et al. G.R. No. L-14780November 29, 1960 Pompeyo L. Palarca vs. Restituta Barol De Anzon, et al. G.R. No. L-15276November 28, 1960 Epifanio J. Alano, et al. vs. Claro Cortes G.R. No. L-13114November 25, 1960 Elenita Ledesma Silva, et al. vs. Esther Peralta G.R. No. L-11001November 23, 1960 Fortunato V. Borromeo vs. Government Service Insurance System G.R. No. L-12125November 23, 1960 Luis G. Ablaza vs. Amancio Sycip, et al. G.R. No. L-13251November 23, 1960 Republic of the Philippines vs. Alto Surety & Insurance Co., Inc. G.R. No. L-14223November 23, 1960 Sabina Santiago, et al. vs. J.M. Tuazon & Co., Inc. G.R. No. L-14569November 23, 1960 Benito Codilla, et al. vs. Jose L. Martinez, Etc., et al. G.R. No. L-14641November 23, 1960 Director of Lands vs. Eustaquio de Luna, et al. G.R. No. L-14764November 23, 1960 Cenon Villanueva vs. Barber Wilhelmsen Line, et al. G.R. No. L-14864November 23, 1960 People of the Philippines vs. Juanito Solon G.R. No. L-14897November 23, 1960 Jesus Nepomuceno, et al. vs. Rehabilitation Finance Corporation G.R. No. L-15904November 23, 1960 Elizalde Paint & Oil Factory, Inc. vs. Jose S. Bautista, et al. G.R. No. L-16022November 23, 1960 Natalia B. Nicomedes, et al. vs. Chief of Constabulary, etc., et al. The Lawphil Project - Arellano Law Foundation, Inc. Jose Benares, et al. vs. Capitol Subdivision, Inc. Po Eng Trading vs. Commissioner of Customs Josefina Ruiz De Luzuriaga Blanco, et al. vs. Compania Gral. De Tabacos De Filipinas, et al. In Re: Procopy Moscal. Procopy Moscal vs. Republic of the Philippines Esteban T. Bumanglag vs. Jose Fernandez, et al. People of the Philippines vs. Boto Balonto, et al. Magdalena G. Vda. De Cuaycong vs. Cristeta L. Vda. De Sengbengco People of the Philippines vs. Teotimo Rubinial, et al. Jose L. Lagrimas vs. Roberto Zurbano People of the Philippines vs. Dio Delmas People of the Philippines vs. Alfredo Sorio Luz H. Coloma vs. Collector of Customs, et al. Commissioner of Customs vs. Serree Investment Company Gil Balbuna, et al. vs. Secretary of Education, et al. Remedios Cuenco Vda. De Borromeo vs. Court of Appeals, et al. Reynaldo Madriñan, et al. vs. Vicente G. Sinco, et al. Elena Peralta Vda. De Caina vs. Court of Appeals, et al. Severino Cañgas, et al. vs. Tan Chuan Leong, et al. Evangelino Laserna vs. Maria Javier, et al. Philippine Land-Air-Sea Labor Union vs. Court of Industrial Relations, et al. Francisco Evaristo, et al. vs. Olegario Lastrilla, et al. Jesus S. Dizon vs. Jose T. Garcia, Sr., et al. Lauro P. Leviste vs. Eusebio F. Ramos, et al. Pompeyo L. Palarca vs. Restituta Barol De Anzon, et al. Epifanio J. Alano, et al. vs. Claro Cortes Elenita Ledesma Silva, et al. vs. Esther Peralta Fortunato V. Borromeo vs. Government Service Insurance System Luis G. Ablaza vs. Amancio Sycip, et al. Republic of the Philippines vs. Alto Surety & Insurance Co., Inc. Sabina Santiago, et al. vs. J.M. Tuazon & Co., Inc. Benito Codilla, et al. vs. Jose L. Martinez, Etc., et al. Director of Lands vs. Eustaquio de Luna, et al. Cenon Villanueva vs. Barber Wilhelmsen Line, et al. People of the Philippines vs. Juanito Solon Jesus Nepomuceno, et al. vs. Rehabilitation Finance Corporation Elizalde Paint & Oil Factory, Inc. vs. Jose S. Bautista, et al. Natalia B. Nicomedes, et al. vs. Chief of Constabulary, etc., et al. The Lawphil Project - Arellano Law Foundation, Inc.
Republic of the Philippines
SUPREME COURT
Manila
EN BANC
G.R. No. L-7330 November 29, 1960
JOSE BENARES, ET AL.,plaintiffs-appellees,
vs.
CAPITOL SUBDIVISION, INC.,defendant-appellees.
Hilado, Coruna, Severino & Ferrer for appellants.
San Juan, Africa & Benedicto for appellee.
PARAS,C.J.:
The subject of this litigation is a portion of Hacienda Mandalagan, Bacolod Cadastre. Jose Benares Montelibano, father of the plaintiffs, mortgaged the whole hacienda in 1926 to the Philippine National Bank to secure an obligation of P331,000.00. In 1950, upon default of the mortgagor, the bank filed a foreclosure suit and thereafter acquired the property in a public auction sale.
On November 8, 1935, the bank granted Carlos P. Benares an option to purchase the hacienda. Thereupon Carlos P. Benares sold and transferred his rights to the defendant, and this transfer was approved by the bank on January 29, 1936.
In the latter part of 1936, in the face of difficulties in meeting the amortization payments due to the bank, Alfredo M. Montelibano, in representation of the defendant company of which he was and is the president, requested the bank to sell large portions of the hacienda which were most remote from the provincial highway and least suitable for subdivision. To this end the defendant caused Adelantar Surveying Company to segregate an area (identified in the plan as lots Nos. 1205-L-1, 1641 and 1205-K-2)containing 150 hectares.
In the meantime Jose Benares Fernandez and Ernesto Benares, brothers, sent a letter to the defendant on May 15, 1937, offering to purchase 150 hectares of the hacienda for P100,000.00. The defendant, which had already authorized and requested the bank to sell, referred the offer to that entity. On July 18, 1938, the Benares brother reiterated their offer but at a reduce price of P70,000.00. As the defendant had informed them that any offer had to be approved by the bank, the plaintiffs, Jose Benares Fernandez and Carmen Benares (the latter in lieu of Ernesto Benares), on November 28, 1938, directly addressed their offer to the bank. On December 3, 1938, the defendant endorsed said offer.
On July 24, 1940, the defendant called the attention of the bank to its failure to approve the offer of the plaintiffs and accordingly asked(among other things) for authority to sell the same 150 hectares for even as low as P50,000.00. The bank, in an office memorandum dated July 30, 1940, was forced to inquire from the Manager of its Bacolod Branch about the standing and status of plaintiffs' offer. Said memorandum was referred to the defendant which on August 28, 1940, through its president, Alfredo Montelibano, answered that the plaintiffs had already backed out.
It was only after the war, or to be exact, on August 11, 1948, when the plaintiffs wrote the bank renewing their offer of November 28, 1938. The communication was referred to the defendant which informed the bank that it had ceased to be interested in the offer. The plaintiffs therefore instituted the present action on September 29, 1949, based on an alleged option to purchase a parcel of land from the defendant. After trial, the Court of First Instance of Negros Occidental dismissed the complaint and ordered the plaintiffs to pay to the defendant P10,000.00 as attorney's fees, P10,000.00 as actual expenses of litigation, and P10,000.00 as moral, nominal, temperate and exemplary damages, plus the costs of suit.
The evidence shows that plaintiff's offer of November 28, 1938, is contained in their letter to the bank (Exhibit "A") which was only endorsed favorably by the defendant in its letter of December 3, 1938 (Exhibit "F"). Upon the other hand, Exhibit "8", which evidenced the agreement between the bank and the defendant over Hacienda, Mandalagan, establishes the fact that it was the bank which should accept the offer and execute the sale. To quote:
13. At the request of Capitol Subdivision Inc., and for its account and at its expense, the Bank will execute the corresponding deed of sale to the purchasers of lots who have paid the stipulated purchase price and interest and with respect to which the Bank shall have received the 70% thereof. Capitol Subdivision, Inc., will pay the Bank a special fee of P1.50 for each such deed of sale executed by the bank pursuant hereto. (Exhibit "8" par. 13.)
All that the defendant could thus do, as it in fact did, was to negotiate for the sale and recommend the offer favorably; but the final determination of the matter rested upon the bank.
We verily agree with the defendant's argument that considering the circumstances attending the endorsement by the defendant, the urgent and demanding problem it faced at that time, the expedient solution it conceived to solve the problem, and then the transformation of all these to the concrete condition that the price of whatever sale is made by the bank should be directly and immediately deducted from the amounts due from the defendant, the only possible conclusion is that it was intended that the sale be approved by the Philippine National Bank immediately, or if not immediately, within a reasonable time for the sale to serve the purposes for which it was conceived.
We find it natural to also conclude that the option had been abandoned, not only from the oral evidence in support thereof, but also from Exhibit "10", a memorandum of the defendant to the bank written on August 28, 1940, which partly states as follows:
Request No. 3. As regards the sale of 150 hectares with the corresponding sugar quota of 7200 piculs, no action was taken on same because the party who wished to purchase this lots backed out. These lots are Nos. 1205 K-2, 1205-L-1 and 1641 as per blue print plan.
To clarify the relevancy of the above statement, Alfredo Montelibano testified that the same referred to plaintiffs offer of November 28, 1938. Said evidence is not self-serving, because at the time it was prepared, the defendant was still in the financial decadence. The fact that on March 31,1940, Jose Banares only leased a portion of land particularly lot 1205-L-1, for a term of five years, confirms the memorandum of August 28, 1940. (This lease had already expired and Jose Benares had been ordered ejected by the Court of Appeals in CA-G.R. No. 12529-R, Nov. 11, 1955).
In view of the foregoing, the decision appealed from is hereby affirmed with costs against the plaintiffs-appellants. So ordered.
Bengzon, Padilla, Bautista Angelo, Labrador, Concepcion, Reyes, J.B.L., Barrera, Gutierrez David, Paredes and Dizon, JJ.,concur.